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Who Leslie Bibb and Carly Pope. Not pictured: Tammy Lyn Michaels, Tamara Mello, Bryce Johnson, Sara Rue.

What "The cheerleader" and "the rebel" face off and shake up the social order of Jacqueline Kennedy High School.

Why You Absolutely Have To Watch Sam (Carly Pope) refuses to be "just another crayon in the box," while Brooke (Leslie Bibb) is head Crayola. "Both are stifled by their status," says Carly, "but they don't want to abandom it." Nor do they want to accept their similarities: "If they weren't at that age where you're so defined by how you look and who your friends are, they would be best friends," says producer Ryan Murphy. In this comedy - with "real issues at the core," says Leslie - their cliques test the system and deliver zingy dialogue ("I am so worshipping your Gwynethness!"), all to an urban-based soundtrack.